Common use of Operations, Maintenance and Tolling; O&M Contractor Clause in Contracts

Operations, Maintenance and Tolling; O&M Contractor. (a) The operation and maintenance of the HOT Lanes Project shall, at all times from the Service Commencement Date and continuing during the Term, be under the direction of the Concessionaire, who may subcontract with the O&M Contractor or another active operator with the expertise, qualifications, experience, competence, skills and know-how to perform the operations and maintenance obligations of the Concessionaire in accordance with this Agreement (an “O&M Contractor”). For the avoidance of doubt, the O&M Contractor shall be the primary Person performing the management functions of the Concessionaire, all operations, tolling and maintenance functions with respect to the HOT Lanes, and, if a different Person, the primary contractor or subcontractor for the ETTM System, and any other contractor or subcontractor, shall not be the O&M Contractor, and this Section 8.04 shall not be applicable to such other contractors or subcontractors. Notwithstanding its use of an O&M Contractor, the Concessionaire remains ultimately responsible for the operation and maintenance of the HOT Lanes Project during the Term in accordance with this Agreement. The O&M Contractor shall at all times be subject to the direction and control of the Concessionaire, and any delegation to an O&M Contractor does not relieve the Concessionaire of any obligations, duties or liability hereunder. The Concessionaire shall immediately notify the Department upon the termination or resignation of an O&M Contractor. Any agreement between the Concessionaire and any O&M Contractor shall by its terms terminate without penalty at the election of the Department upon five days’ notice to such O&M Contractor upon the termination of this Agreement. The O&M Contractor shall have no interest in or rights under this Agreement or the HOT Lanes Project.